Subsequent Events |
3 Months Ended |
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Mar. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Event On May 12, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lido Holdco, Inc., a Delaware corporation (“Parent”), which is a wholly owned subsidiary of The New Home Company Inc., and Lido Merger Sub, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will conduct a cash tender offer (the “Offer”) to acquire any and all of the issued and outstanding shares of our common stock, par value $0.0001 per share (the “Shares”), at a price per share of $11.30, in cash, net to the holder thereof, without interest and subject to applicable withholding (the “Offer Price”).
The Offer, once commenced, will initially remain open for a minimum of 20 business days, subject to certain possible extensions on the terms set forth in the Merger Agreement. Merger Sub’s obligation to purchase the Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver of customary conditions, including the valid tender of the number of Shares that, together with any Shares held by Parent, Merger Sub or any of their respective affiliates, represents at least a majority of all then outstanding Shares.
Upon the consummation of the Offer, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into us (the “Merger”) pursuant to Section 251(h) of the Delaware General Corporation Law with us as the surviving corporation. At the effective time of the Merger, each Share (other than Shares (i) owned directly by us (or any of our wholly owned subsidiaries), Parent, Merger Sub or any of their respective affiliates prior to the Effective Time or (ii) owned by any stockholder who is entitled to demand and properly demands the appraisal of such shares) will be automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price. Under specified circumstances, the Merger Agreement requires us to pay Parent a termination fee of $17.0 million upon termination of the Merger. The Merger Agreement also provides that Parent will be required to pay us a reverse termination fee of $28.2 million
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